MAHLE has sold its industrial filtration activities to the filtration specialist Filtration Group Corporation, headquartered in Chicago, US. Both parties have agreed not to disclose the purchase price for the transaction, which is subject to approval by the antitrust authorities.

Overall, the MAHLE industrial filtration business segment employs about 900 people worldwide, of which around 410 work in Öhringen (Baden-Württemberg/Germany). “In Filtration Group, we are pleased to have found a buyer that, thanks to its expertise and size, is in a position to give the industrial filtration business a boost,” explained Wolf-Henning Scheider, Chairman of the MAHLE Management Board and CEO.

Filtration Group (www.filtrationgroup.com), an affiliate of Madison Industries, serves a highly diverse set of customers with offerings that span life science, process technologies, as well as fluid and environmental air applications. Filtration Group supplies its customers from 80 facilities in 20 countries. “MAHLE’s industrial filtration business will greatly expand Filtration Group’s product portfolio and customer base,” according to Steve Felice, Filtration Group CEO. He added: “we are extremely pleased with the know-how and expertise of the workforce that has built a truly remarkable business.”

The other 370 employees at the Öhringen location in Baden-Württemberg/Germany, who work for MAHLE’s automotive Filtration and Engine Peripherals business unit, are unaffected by the transaction.

Jones Day served as legal advisers to the MAHLE, with a team led by Ansgar Rempp (M & A, Dusseldorf), Adriane Sturm and Martin Schulz (both M & A, Munich). The Jones Day team also comprised Christian Fulda (IP, Munich), Klaus Herkenroth (Tax, Frankfurt), Lutz Hülsdunk (Real Estate, Frankfurt), Nick Wittek (Finance, Frankfurt), Johannes Zöttl (Antitrust, Dusseldorf), Markus Weber (M & A, Dusseldorf), Maximilian Krause (M & A, Munich) and Markus Ledwina (M & A, Munich) as well as lawyers from Amsterdam, Cleveland, London, Milan, New York, Paris, Beijing and Tokyo.

Hengeler Mueller acted as legal advisers to the Filtration Group, with Wolf Theiss, Slaughter & May, Fangda, Bredin Prat, and Mori Hamada as counsel for Poland, the UK, China, France, and Japan respectively.

Galenica Group recently announced that it has entered into a definitive agreement to acquire the US company Relypsa, Inc., (NASDAQ: RLYP), further strengthening its Business unit Vifor Pharma by gaining full global rights to the potassium binder Veltassa® (patiromer) for oral suspension and enhancing its growing position as a global specialty pharmaceutical company.

Under the terms of the merger agreement, Galenica will pay $32 per share in cash, or a total of approximately $1.53 billion. Through this acquisition, Vifor Pharma will gain a fully integrated commercial organisation in the US and significantly strengthen its presence in the US cardio-renal market, a key area of focus.

The transaction is in line with the Galenica strategy of growth through in-licensing and acquisitions that build on Vifor Pharma’s emerging international leadership in cardiorenal and gastroenterology therapies. It provides Vifor Pharma with full global rights to Veltassa®, the first new treatment for hyperkalaemia approved in the US in over 50 years. It will also significantly enhance the commercial visibility and presence of Vifor Pharma in the key US cardio-renal market, where Relypsa has already established a significant and powerful specialist sales force. With the combination of the assets and products of Vifor Pharma, Vifor Fresenius Medical Care Renal Pharma (VFMCRP) and Relypsa, Vifor Pharma is positioned to become a major player in the US in its core therapy areas.

Galenica has been advised by law firm Kellerhals Carrard, with a team led by Partner Beat Brechbühl, and also by law firm Jones Day, which is also providing antitrust and employee benefits advice regarding this deal.

Credit Suisse acted as sole financial adviser to Galenica, and the company’s tax advisers were T&R. Relypsa has been advised by law firm Latham Watkins, with Centerview and BofA Merrill Lynch as financial advisers. Further, Baker & Mckenzie acted as legal adviser to the equity provider.

Fairfax Financial Holdings Limited (Fairfax) (TSX:FFH)(TSX:FFH.U) recently announced that it has, through its wholly-owned subsidiary, Fairfax Asia Limited (Fairfax Asia), entered into an agreement with PT Paninvest Tbk and its affiliates (collectively, the Panin Group) to acquire an 80% interest in PT Asuransi Multi Artha Guna Tbk (AMAG), an Indonesian insurer.

The transaction is subject to customary closing conditions, including various regulatory approvals, and is expected to close by the end of the fourth quarter of 2016.

AMAG is an established general insurer in Indonesia with over US$65 million in gross written premiums in 2015. On closing, AMAG will integrate with PT Fairfax Insurance Indonesia and become part of the Fairfax Asia group under the leadership of its CEO, Ramaswamy Athappan. As part of this transaction, AMAG will also enter into a long-term general insurance bancassurance partnership with PT Bank Pan Indonesia Tbk (Panin Bank).

“We are pleased to have AMAG join the Fairfax group, and we look forward to working with the Panin Group and Panin Bankas our new partners in Indonesia,” said Prem Watsa, Chairman and CEO of Fairfax. “AMAG has an excellent long-term track record in the Indonesian general insurance sector, a well-diversified sales channel with Panin Bank and this is a great opportunity for us to continue to expand our operations in the region.”

“Indonesia is an important emerging economy in the region, and we are delighted to strengthen our presence in this market at this opportune time by partnering with Panin Bank and welcoming AMAG into the Fairfax group,” said Ramaswamy Athappan, CEO of Fairfax Asia.

Squire Patton Boggs in Singapore advised Fairfax Asia Limited on the US$160 million acquisition of an 80% stake in Indonesian insurer, PT Asuransi Multi Artha Guna Tbk (AMAG) from the Panin Group.

“We are very pleased to advise Fairfax and the investment banks on these transactions, which are of great strategic importance to Fairfax, particularly as the group strengthens its presence in Indonesia and India,” commented corporate partner Biswajit Chatterjee, who led the transactions. Mr. Chatterjee was assisted on both transactions by senior associates Salil Rajadhyaksha and Kaustubh George.

Defenx PLC, an emerging company in the cybersecurity, listed on the London Stock Exchange (AIM: DFX), recently announced that it has completed the acquisition of Memopal, the innovative Italian cloud storage service.

Defenx has acquired 95.2% of Memopal for a consideration paid (and an earn-out to be paid) partly in cash and partly in shares, with the aim of developing a comprehensive solution for the protection and management of data and documents for private customers and businesses.

Colonnelli de Gasperis Studio Legale, advised the 17 Sellers in all phases of this deal (structure of the transaction, Sellers’ due diligence, termsheet, drafting and negotiation of the share purchase agreement, acquisition finance, corporate governance, ancillary agreements, closing and post-closing matters) and carried out the negotiations with the advisers of the Buyer, Defenx Plc, namely PwC Legal and Taylor Vinters.

Mr. Mattia Colonnelli, Partner of Colonnelli de Gasperis Studio Legale, led the firm’s multi-practice team which included expertise on M&A, Intellectual Property, Information Technology, Cybersecurity, Regulatory and Labour.

“We had the privilege to work on business and legal issues side by side with the CEO and CTO of Memopal, the Italian ‘DropBox’, since the very outset of the deal. Such close work and advice on all aspects of the deal, and not only the legal issues, made the deal possible. We identified original and innovative solutions to complete the transaction,” said Mr. Colonnelli.

In addition to the usual complexities of transactions of this kind, Mr. Colonnelli says the most challenging aspects of the deal have been:

• To coordinate the 17 Sellers (including venture capital funds, incubators, accelerators and business angels) with very different background and expectations from the exit and to find innovative solutions suitable for each of them;

• To create, draft and negotiate Brexit bullet-proof clauses to isolate the parties from the uncertainties of the Brexit model which will be adopted by the EU and UK in the coming months further to the result of the UK referendum of 23 June 2016.

Deutsche Beteiligungs AG (DBAG) will invest alongside its advised DBAG Fund VI in the FRIMO Group GmbH (Frimo), DBAG has announced.

Frimo is a leading global provider of tooling and plants for the production of high performance plastic components primarily for car interiors. DBAG and DBAG Fund VI will acquire a majority interest in Frimo in a management buyout (MBO).

The parties to the contract agreed not to disclose the purchase price. DBAG will invest up to 15 million euros from its balance sheet for its interest. The remaining interests will be held by DBAG Fund VI and the company’s management, including the present managing partners Hans-Günter Bayer and Rainer Wittkorn. They will reinvest in Frimo and together hold a 20% interest.

The purchase agreement is subject to regulatory approval; the transaction is expected to be completed by late September.

Frimo (www.frimo.com) develops and manufactures tooling and plants for the production of plastic components used in a variety of applications. Its clients largely comprise automotive suppliers but also include automobile manufacturers directly. Frimo provides its customers with tooling, machinery and automated production lines. The company is a one-stop shop, delivering all tools and plants needed for the entire production process of an end product.

DBAG were advised on this transaction by Allen & Overy, with Ernest Young as financial advisers. Marsh and ERM served DBAG as Risk & Insurance Due Diligence Provider and Environmental Due Diligence Provider respectively. ERM’s team was led by Partner Christopher Kiermayr.

DBAG was provided Commercial Due Diligence services by goetzpartners, with a team led by Dr. Gerrit Schütte.

Epstein Rosenblum Maoz (ERM) specialises in corporate, finance, projects and tax work and has unique experience with respect to cross-border transactions. goetzpartners is an independent advisory firm for all key issues of entrepreneurial activity: strategy, M&A and transformation.

Frimo has been advised by Noerr, with IKB as the vendor’s I-Bank.

CyberX, the leading provider of cybersecurity solutions for the Industrial IoT, recently announced the completion of a $9 million funding round. The round was led by Flint Capital, including existing investors Glilot Capital Partners, Swarth Group, GlenRock, newly joined ff Venture Capital (ffVC) and additional angel investors. CyberX was founded by Omer Schneider and Nir Giller, both veterans of the Israeli Elite Cyber Security Unit.

CyberX has experienced rapid growth since its founding, with dozens of major deployments and a worldwide customer base in North America, EMEA and APAC. The company’s technology is currently being successfully used in dozens of industrial and production environments worldwide. This rapid growth is attributed to the company’s ability to deliver its unprecedented Industrial Finite State Machine (IFSM) technology, while preserving and providing immediate cyber and operational value to its customers.

“Along with our long list of satisfied customers, this round further validates our innovative solution and execution to date,” said Omer Schneider, CEO & Co-Founder of CyberX. “We are excited to have Flint Capital onboard and look forward to working together as we continue expanding our operations worldwide and in particular in North America.”

With the rise of the Industrial Internet revolution, increased Machine-to-Machine connectivity and the appearance of new IIoT business models, the security challenges are growing rapidly, making the deployment of cyber security solutions a much higher priority among C-level decision makers at the world’s largest manufacturers.

The Hi-Tech team in Glusman & Co., headed by Adv. Noam Gavish, represented CyberX Israel Ltd., in the financing round.

In this transaction Glusman & Co. represented the Company, and was responsible for negotiating the terms of the transaction on behalf of the Company, as well as accompanying, advising and assisting the Company from the first stages of negotiation of the deal, through the due diligence process and until the fulfilment of its post-closing obligations.

Coert Kleijwegt has indirectly acquired all shares in the PAT-Krüger group, a security and control systems for heavy duty equipment provider. With 35 years of experience, PAT-Krüger has become the market leader in this field.

PAT-Krüger is an international organization with offices in the Netherlands, Dubai, the UK and Germany and dealers all over the world. PAT-Krüger sells and develops high-quality and innovative solutions and installs and provides service and maintenance for load moment indicators, winches, ballast systems, camera systems and load cells with and without built-in data registration. Not only for standard conditions but also for those places where the environmental factors such as temperature, vibration and pollution play an important role, both onshore and offshore.

Netherlands based Fipaco Corporate Consultancy B.V. advised the buyer, with a team led by Koen Slobbe. “On behalf of Fipaco Corporate Consultancy I have been the lead tax partner in structuring the acquisition of the PAT-Krüger group of companies by Coert Kleijwegt. In this capacity I led the negotiations how to structure the acquisition from a tax point of view and was involved and directed the full tax due diligence of the target,” Mr. Slobbe told Lawyer Monthly.

Arlington Investors has announced the purchase of ten buildings leased to the University of Leeds from Rockspring Property Investment Managers as part of an £85.5 million property acquisition.

Alongside the Leeds properties, Arlington also acquired a London based building with 232 studios that are let to students.

With this purchase, Arlington now boasts over 7,800 beds and an overall investment of more than £500 million in this sector.

“We believe that the UK student accommodation sector is well positioned to weather the immediate turbulence caused by the UK vote to leave the EU,” says George Shweiry, Founder and Chief Executive of Arlington Advisors.

“Underpinning this is the strong and growing demand from UK and international students for spaces at the country’s higher education institutions, where good quality accommodation directly supports their learning needs.

“While we continue to grow our student accommodation platform we are also engaged in a range of exciting investment prospects in the UK, where we expect to see additional opportunities to add value for our investors in the short term,” he continues.

Family offices and investors from the UK and the Middle East are backers of Arlington Investors, and the firm was advised in this transaction by Osborne Clarke, McGuireWoods and DWPF.

Additionally, Ben Fry and his team from Trade Risks acted as Bond Arranger and Dealer to Arlington Investors and a team led by Ben Brindle from Risk Capital Advisors acted as Transaction Risk insurance advisers.

A consortium formed by Antin Infrastructure Partners, ICAMAP, an independent real estate fund manager and Borletti Group, a private investment entity focused on retail, luxury and real estate, ranked first among bidders and has been selected by Ferrovie dello Stato Italiane (FS) and Eurostazioni as the winning counterpart for the purchase of a 100% stake in Grandi Stazioni Retail (GSR).

GSR will operate the new long-term concessions providing exclusive rights to the commercial leasing and advertising spaces of the 14 largest Italian railway stations, as well as the concession for the redevelopment and management of two railway stations in the Czech Republic.

The consortium formed by Antin, ICAMAP and Borletti presented a differentiating and robust industrial project for GSR enabling it to deliver the winning bid, for an Enterprise Value of €953m. Antin’s infrastructure expertise was complemented by ICAMAP’s experience in commercial real estate and Borletti Group’s knowledge of travel hubs and Italian retail.

The consortium intends to fully leverage on the high quality of GSR’s assets as well as its outstanding development potential to take the company forward. Italian railway stations benefit from the strong growth trend for retail within high footfall travel hubs, as well as an increase in high speed rail tourists and business customers.

The consortium’s industrial project, in close collaboration with FS Group, aims to complete the transformation of railway stations that began 15 years ago and deliver excellence to customers. The consortium expects to bring world class expertise and skills to the company and is confident it will provide an excellent retail experience to the 790 million visitors using these key Italian railway stations every year.

Foglia Cisternino & Partners advised in respect to tax matters, with a team led by Founding Partner Giuliano Foglia.

Appleby acted as Bermuda counsel to Triton Container International Limited (TCIL) in its merger with TAL International Group, Inc., a NYSE-listed, US company (TAL). The transaction has created the world’s largest lessor of intermodal freight containers and chassis. The combined business will have USD8.7 billion in revenue generating assets and an estimated global market share of 25%. TCIL and TAL have combined under a newly-formed Bermuda holding company, Triton International Limited (TIL) which is now listed on the NYSE. The deal closed 12th July.

Appleby advised on all Bermuda aspects of the transaction, working closely with US counsel and TCIL to identify potential challenges and devise solution-driven strategies. “This matter was innovative and complex as it involved a listed US company and a Bermudian company coming together through two separate mergers (one US and one Bermuda) under a single newly formed Bermuda parent company that is now listed on the NYSE,” said Steven Rees Davies, a Bermudabased Appleby partner who led the firm’s deal team. Further comments can be found in the interview below.

Rees Davies was assisted by Senior Associates Sally Penrose and Gary Harris, Associates Tiffany Boys and Shannon Cann, and Dispute Resolution partner John Wasty.

TIL is the world’s largest lessor of intermodal freight containers and chassis. With a container fleet of nearly five million twenty-foot equivalent units (TEU), TIL’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Advisor Interview Steven Rees Davies Partner, Appleby (Bermuda) Limited

Please tell me about your involvement in the deal?

We acted as Bermuda counsel to the Triton International Limited group of companies advising on all Bermuda aspects of the transactional structure and implementation of the Bermuda steps critical to completion. I was the lead partner on the deal, supported by senior associates Sally Penrose and Gary Harris as well as associate Shannon Cann of our Bermuda corporate team, with partner John Wasty of our dispute resolution team providing additional support on the more complex and contentious matters.

Why is this a good deal for all involved?

It combines two of the largest intermodal freight container leasing companies in the world, with combined revenue earning assets of $8.7 billion and an estimated global share of 25%. The synergies are expected to save $40 million annually in a market where the merged company is being touted as the most capable and most efficient lessor of intermodal freight containers. Shareholders of both companies received shares in the new merged company rather than one side being bought out and so all interested parties will have the opportunity to benefit from the expected synergies.

What challenges arose? How did you navigate them?

As with all multi-jurisdictional transactions of this size, complexities arose from the very beginning of the transaction. The number of legal issues and matters needing to be considered and resolved on a daily basis created continuous logistical challenges, particularly as the continuous flow and turn of documents was dependent upon the swift delivery of advice. No one could afford to put a pen down because there was always someone else waiting for our response.

As a leading offshore law firm, Appleby advises clients around the globe and across time zones so we have to be ready to support clients 24 hours a day, 7 days a week. We created a multi-disciplinary team from both our corporate and dispute resolution practices to ensure we were providing the necessary breadth of experience and knowledge for this transaction. We established the core team from the start and then expanded and contracted as the work flow changed to ensure continuous delivery of support and legal advice through a cost efficient approach at all stages of the transaction.